UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2023

T-MOBILE US, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (425) 378-4000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As noted below under Item 5.07, at the Annual Meeting of Stockholders (the “Annual Meeting”) of T-Mobile US, Inc. (the “Company”) held on June 16, 2023, the Company’s stockholders approved the T-Mobile US, Inc. 2023 Incentive Award Plan (the “Incentive Plan”) and the T-Mobile US, Inc. Amended and Restated 2014 Employee Stock Purchase Plan (the “ESPP” and, together with the Incentive Plan, the “Plans”) and the Plans became effective. The Incentive Plan and the ESPP were adopted by the Board of Directors of the Company (the “Board”) on March 24, 2023, subject to stockholder approval.

A description of the material terms of the Plans was included in the Company’s Definitive Proxy Statement (“Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 28, 2023. The foregoing and the descriptions in the Proxy Statement are not complete summaries of the terms of each Plan and are qualified by reference to the full text of the Plans, copies of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.

Item 5.07 — Submission of Matters to a Vote of Security Holders.

On June 16, 2023, the Company held its Annual Meeting. At the Annual Meeting, the following six proposals were presented, as described in the Proxy Statement:

Proposal 1 – Election of Directors.

The following 13 director nominees were elected as directors, each to hold office until the Company’s 2024 Annual Meeting of Stockholders, or until his/her successor is elected and qualified, by the votes set forth below:

Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP.

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 was ratified by the votes set forth below:

Proposal 3 – Advisory Vote to Approve the Compensation Provided to the Company’s Named Executive Officers for 2022.

The compensation provided to the Company’s named executive officers for 2022 was approved by an advisory vote, as set forth below:

Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation Provided to the Company’s Named Executive Officers.

The advisory vote on the frequency of future advisory votes to approve the compensation provided to the Company’s named executive officers received the following votes:

As disclosed in the Proxy Statement, the Board believes that holding an advisory say-on-pay vote every three years offers the closest alignment with the Company’s approach to executive compensation and its underlying philosophy that seeks to enhance the long-term growth of the Company and to attract, retain and motivate our executive officers over the long term. A three-year cycle for the advisory say-on-pay vote will provide investors the most meaningful timing alternative by which to evaluate the effectiveness of the Company’s executive compensation strategies and their alignment with the Company’s business and results of operations. The Board also believes that a three-year vote cycle for the advisory say-on-pay vote will give the Board sufficient time to thoughtfully consider the results of the advisory vote and to implement any desired changes to the Company’s executive compensation policies and procedures. Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has adopted a policy to hold an advisory vote to approve executive compensation every three years.

Proposal 5 – Approval of the T-Mobile US, Inc. 2023 Incentive Award Plan.

The Incentive Plan was approved by the votes set forth below:

Proposal 6 – Approval of the T-Mobile US, Inc. Amended and Restated 2014 Employee Stock Purchase Plan.

The ESPP was approved by the votes set forth below:

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.